Conflict of Interest Policy

DefinitionsConflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust. Persons in a position of trust include staff members, officers, and members of the board of a unit, council or district of the California State PTA. Board means the executive board or executive committee. Officer means an officer of the board of directors, executive board or executive committee. Staff member means a person who receives all or part of her or his income from the payroll of any unit, council or district as well as the California State PTA. Members of the board include any officer or chairman of the executive board or executive committee. Supporter means corporations, foundations, individuals, 501(c)(3) nonprofits, and other organizations which contribute to the California State PTA.

Policy and PracticesIn accordance with the California State PTA Bylaws, Article IV, Section 6: A PTA member shall not serve as a voting board member of a constituent organization at the local, council, district PTA, region, state or national level while serving as a paid employee of, or under contract to, that constituent organization.

Related Party Provision. For purposes of this provision, the term “interest” shall include personal interest, Interest as director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern and having an immediate family member related by blood or marriage or member of the same household who holds such an interest in any concern. The term “concern” shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization. No officer or board member of the association shall be disqualified from holding any office in the association by reason of being related to any person that has any interest in any concern. An officer or member of the board of the association shall not be disqualified because they are a related party from dealing, either as a vendor, purchaser or otherwise, or contracting or entering into any other transaction with the association or with any entity of which the association is an affiliate. No transaction of the association shall be voidable by reason of the fact that any officer or member of the board of the association is related to a person that has an interest in the supporter with which such transaction is entered into, provided:

a. The interest of such officer or member of the board is fully disclosed to the executive board.

b. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the association.

c. Payments to the related party of the interested officer or the member of the board are reasonable and do not exceed fair market value that shall be determined by a three bid process.

d. No officer or member of the board may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.

e. Every officer and member of the board shall complete the annual questionnaire at the beginning of each fiscal year. This document shall be maintained as provided in the document retention policy.

Following full disclosure of a possible conflict of interest, the executive board shall determine whether a conflict of interest exists and if there is a conflict, the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the PTA’s best interests. Both votes shall be by a majority vote without counting the vote of any interested board member.

An interested member of the board, officer, or staff member shall not participate in any discussion or debate of the board, or of any committee or subcommittee, in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present member of the board.

Anyone in a position to make decisions about spending the PTA’s resources (i.e., transactions such as purchases and contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises or when it becomes apparent; he or she should not participate in any final decisions.

A copy of this policy shall be given to all members of the board, officers, and staff members upon commencement of such person’s relationship with the PTA or at the official adoption of this policy. Each board member, officer, and staff member shall sign and date the policy at the beginning of his or her term of service or employment and each year thereafter. Failure to sign does not nullify the policy.

Each member of the board, officer, and staff member shall annually sign a statement which affirms such person (see Conflict/Whistleblower Form):

a. Has received a copy of this conflict of interest policy,

b. Has read and understands the policy,

c. Has agreed to comply with the policy, and

d. Understands that the PTA is a constituent organization of the California State PTA as a nonprofit corporation and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax exempt purposes.